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<br />THOIVISON <br />* <br />ELITE <br /> <br />EXHIBIT B - SERVICES ADDENDUM <br /> <br />1. Scope of Services Addendum. <br /> <br />This Services Addendum ("Services Addendum") is part of the <br />Customer Agreement between the parties ("Agreement") which is <br />incorporated as if fully set forth herein. This Services Addendum <br />shall apply to all services that are provided by Thomson Elite to <br />Customer during the term of the Agreement including <br />implementation, consulting, training, conversion and any other <br />services provided by Thomson Elite to Customer, other than <br />Maintenance Services. Capitalized terms not otherwise defined shall <br />have the meanings set forth in the Agreement. <br /> <br />2. Services. <br /> <br />2.1 Statements of Work. Any services to be provided by <br />Thomson Elite to Customer shall be set forth in a separate Statement <br />of Work executed by the parties that will describe the work to be <br />performed. Thomson Elite has no obligation to provide services <br />(other than Maintenance Services), except as specifically set forth in <br />a Statement of Work executed by the parties. <br /> <br />2.2 Customer Obligations. When Thomson Elite performs <br />any services at Customer's facility, Customer shall be responsible for <br />providing a safe and appropriate work space and access to all <br />terminals, materials and related resources that may be reasonably <br />required by Thomson Elite for timely performance of its obligations <br />under this Services Addendum. Customer shall provide to Thomson <br />Elite in a timely manner any information, assistance, review, <br />feedback or approvals that are the responsibility of Customer. <br /> <br />VeL 7 Feb 2008 <br /> <br />3. Warranties and Remedies. <br /> <br />Thomson Elite warrants that it will provide the services set forth <br />in any Statement of Work hereunder consistent with industry <br />standards and in accordance with such Statement of Work, including <br />any specifications contained in such Statement of Work. Customer's <br />sole remedy for Thomson Elite's material breach of its obligations <br />under a Statement of Work will be to have Thomson Elite reperform <br />the defective services so that they conform to the warranties <br />provided herein. If Thomson Elite is unable after a reasonable time <br />to provide conforming services, and the services relate to the initial <br />implementation of the Licensed Software, Customer may terminate <br />the Agreement pursuant to Section 6.3 thereof if such defective <br />services cause the Licensed Software to fail to conform to the <br />warranties provided in the Agreement. <br /> <br />4. General Provisions. <br /> <br />4.1 Non-solicitation of Employees. Customer will not <br />induce any employee of Thomson Elite to terminate his or her <br />employment relationship with Thomson Elite In addition, Customer <br />agrees that it will not knowingly employ or offer employment to any <br />employee of Thomson Elite who has performed any services related <br />to the Agreement within one year of the provision of such services. <br /> <br />4.2 Survival. Section 4 of this Services Addendum shall <br />survive any termination of this Services Addendum. <br /> <br />Page13of17 <br />